SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-K

   (Mark One)

   [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

   For the fiscal year ended December 31, 2004
   Commission File Number 1-1169

                               THE TIMKEN COMPANY
              ______________________________________________________
              (Exact name of registrant as specified in its charter)

             Ohio                                             34-0577130
  ________________________________________                ___________________
  (State or other jurisdiction of                          (I.R.S. Employer
   incorporation or organization)                         Identification No.)

  1835 Dueber Avenue, S.W., Canton, Ohio                       44706-2798
  ________________________________________                ___________________
  (Address of principal executive offices)                      (Zip Code)

  Registrants telephone number, including area code          (330)438-3000
                                                          ___________________

  Securities registered pursuant to Section 12(b) of the Act:

                                                      Name of Each Exchange
        Title of Each Class                              on Which Registered

  Common Stock without par value                      New York Stock Exchange
  ______________________________                      _______________________

  Securities registered pursuant to Section 12(g) of the Act:  None.

  Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act
  of 1934 during the preceding 12 months, and (2) has been subject to such
  filing requirements for the past 90 days.
  YES [X]       NO [ ]

  Indicate by check mark if disclosure of delinquent filers pursuant to Item
  405 of Regulation S-K is not contained herein, and will not be contained,
  to the best of registrant's knowledge, in definitive proxy or information
  statements incorporated by reference in Part III of this Form 10-K or any
  amendment to this Form 10-K. [ ]

  Indicate by check mark whether the registrant is an accelerated filer (as
  defined in Exchange Act Rule 12b-2).  YES [X]       NO [ ]
                                                                        i

The aggregate market value of the voting stock held by all shareholders
other than shareholders identified under Item 12 of this Form 10-K as of
June 30, 2004 was $2,095,658,125 (representing 79,111,292 shares).

Indicate the number of shares outstanding of each of the registrant's classes
of Common Stock, as of February 28, 2005.

Common Stock without par value-- 91,337,823 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the year ended
December 31, 2004, are incorporated by reference into Parts I and II.

Portions of the proxy statement for the annual meeting of shareholders to
be held on April 19, 2005, are incorporated by reference into Part III.

Exhibit Index may be found on Pages 20 through 26.


                                                                         ii

                               THE TIMKEN COMPANY

                           INDEX TO FORM 10-K REPORT

                                                                          PAGE
                                                                          ----
I.   PART I.

     Item 1.  Description of Business....................................   1
                General..................................................   2
                Products.................................................   3
                Geographical Financial Information.......................   5
                Sales and Distribution...................................   5
                Industry Segments........................................   6
                Competition..............................................   7
                Joint Ventures...........................................   9
                Backlog..................................................   9
                Raw Materials............................................   9
                Research.................................................  10
                Environmental Matters....................................  10
                Patents, Trademarks and Licenses.........................  11
                Employment...............................................  11
                Available Information....................................  11

     Item 2.  Properties.................................................  12
     Item 3.  Legal Proceedings..........................................  13
     Item 4.  Submission of Matters to a Vote of Security Holders........  13
     Item 4A. Executive Officers of the Registrant.......................  13

II.  PART II.

     Item 5.  Market for Registrant's Common Equity and Related
              Stockholder Matters........................................  15
     Item 6.  Selected Financial Data....................................  15
     Item 7.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations........................  16
     Item 7A. Quantitative and Qualitative Disclosures about Market Risk.  16
     Item 8.  Financial Statements and Supplementary Data................  16
     Item 9.  Changes in and Disagreements with Accountants on Accounting
              and Financial Disclosure...................................  16
     Item 9A. Controls and Procedures....................................  16

III. Part III.

     Item 10. Directors and Executive Officers of the Registrant.........  17
     Item 11. Executive Compensation.....................................  17
     Item 12. Security Ownership of Certain Beneficial Owners and
              Management and Related Stockholder Matters.................  17
     Item 13. Certain Relationships and Related Transactions.............  18
     Item 14. Principal Accountant Fees and Services.....................  18

IV.  Part IV.

     Item 15. Exhibits and Financial Statement Schedules.................  20

PART 1                                                                   1
 ______
  Item 1.  Description of Business
  ________________________________
  Certain statements set forth in this document (including the company's fore-
  casts, beliefs and expectations) that are not historical in nature are
  "forward-looking" statements within the meaning of the Private Securities
  Litigation Reform Act of 1995.  The company cautions readers that actual
  results may differ materially from those expressed or implied in forward-
  looking statements made by or on behalf of the company due to a variety of
  important factors, such as:

   a)  risks associated with the acquisition of Torrington, including the
       uncertainties in both timing and amount of actual benefits that may
       be realized as a result of the integration of the Torrington
       business with the company's operations and the timing and amount of
       the resources required to achieve those benefits.

   b)  changes in world economic conditions, including additional adverse
       effects from terrorism or hostilities.  This includes, but is not
       limited to, political risks associated with the potential instability
       of governments and legal systems in countries in which the company or
       its customers conduct business and significant changes in currency
       valuations.

   c)  the effects of fluctuations in customer demand on sales, product mix and
       prices in the industries in which the company operates.  This includes
       the ability of the company to respond to the rapid improvements in the
       industrial market, the effects of customer strikes, the impact of changes
       in industrial business cycles and whether conditions of fair trade
       continue in the U.S. market.

   d)  competitive factors, including changes in market penetration,
       increasing price competition by existing or new foreign and domestic
       competitors, the introduction of new products by existing and new
       competitors and new technology that may impact the way the company's
       products are sold or distributed.

   e)  changes in operating costs.  This includes: the effect of changes in
       the company's manufacturing processes; changes in costs associated
       with varying levels of operations; higher cost and availability of raw
       materials and energy; the company's ability to mitigate the impact of
       higher material costs through surcharges and/or price increases; changes
       resulting from inventory management and cost reduction initiatives and
       different levels of customer demands; the effects of unplanned work
       stoppages; and changes in the cost of labor and benefits.

   f)  the success of the company's operating plans, including its ability to
       achieve the benefits from its manufacturing and administrative cost
       reduction initiatives as well as its ongoing continuous improvement and
       rationalization programs; the ability of acquired companies to achieve
       satisfactory operating results; and the company's ability to maintain
       appropriate relations with unions that represent company associates in
       certain locations in order to avoid disruptions of business.
                                                                        2

   g)  the success of the company's plans concerning the transfer of bearing
       production from Canton, including the possibility that the transfer of
       production will not achieve the desired results, the possibility of
       disruption in the supply of bearings during the process, and the outcome
       of the company's discussions with the union that represents company
       associates at the affected facilities.

   h)  unanticipated litigation, claims or assessments.  This includes, but
       is not limited to, claims or problems related to intellectual property,
       product liability or warranty and environmental issues.

   i)  changes in worldwide financial markets, including interest rates to the
       extent they affect the company's ability to raise capital or increase
       the company's cost of funds, have an impact on the overall performance
       of the company's pension fund investments and/or cause changes in the
       economy which affect customer demand.

  Additional risks relating to the company's business, the industries in which
  the company operates or the company's common stock may be described from
  time to time in the company's filings with the SEC.  All of these risk
  factors are difficult to predict, are subject to material uncertainties that
  may affect actual results and may be beyond the company's control.

  Except as required by the federal securities laws, the company undertakes no
  obligation to publicly update or revise any forward-looking statement,
  whether as a result of new information, future events or otherwise.

  General
  _______

  As used herein, the term "Timken" or the "company" refers to The Timken
  Company and its subsidiaries unless the context otherwise requires.  Timken,
  an outgrowth of a business originally founded in 1899, was incorporated
  under the laws of the state of Ohio in 1904.

  Timken is a leading global manufacturer of highly engineered bearings, alloy
  and specialty steel and related components.  The company is the world's
  largest manufacturer of tapered roller bearings and alloy seamless mechani-
  cal steel tubing and the largest North American-based bearings manufacturer.
  Timken had facilities in 29 countries on six continents, and employed approx-
  imately 26,000 people, as of December 31, 2004.

  On February 18, 2003, the company completed the acquisition of the Engineered
  Solutions business of Ingersoll-Rand Company Limited,  including certain of
  its joint venture interests, operating assets and subsidiaries, including
  The Torrington Company.  This business, referred to as Torrington, is a
  leading worldwide producer of needle roller, heavy-duty roller and ball
  bearings and motion control components and assemblies.  Timken paid
  $700 million in cash and issued $140 million of its common stock
  (9,395,973 shares) for Torrington. The company financed the $700 million
  cash component of the Torrington acquisition through a public offering of
  12,650,000 common shares, an offering of $250 million seven-year senior
  unsecured notes, a five-year revolving credit facility and a $125 million
  securitized accounts receivable facility.

                                                                        3

  Torrington is a leading global manufacturer of needle roller bearings. It
  produces a wide range of bearings sold under a number of brand names,
  including Torrington needle roller bearings, Torrington heavy-duty roller
  bearings, Nadella precision needle roller bearings and linear motion
  solutions and Fafnir ball bearings and housed units.  Torrington also
  produces a variety of precision motion control components and assemblies,
  such as steering shaft assemblies and steering column shafts. Torrington
  sells its products directly or through authorized distributors to automotive
  and industrial manufacturers, as well as to aftermarket users throughout the
  world.

  The Torrington automotive business manufactures a variety of products,
  including roller and needle bearings and other components used in an auto-
  mobile's transmission, chassis, steering column and engine. Many of these
  products, such as column locks and rotary tilt products for steering
  columns, are highly engineered with precision technology, and are specially
  designed through collaborative efforts between Torrington and its customers.
  These products are primarily sold to original equipment manufacturers, or
  OEMs, including large automobile manufacturers, and their principal
  suppliers.

  The Torrington industrial business produces a broad range of products,
  including roller bearings, needle bearings, wider inner ring ball bearings
  and housed units, radial ball bearings, super precision ball bearings,
  airframe control bearings, precision machined bearings and precision
  components and assemblies. These products are sold to OEMs, as well as
  through a global aftermarket network.

  Products
  ________

  The Timken Company manufactures two basic product lines:  anti-friction
  bearings and steel products.  Differentiation in these two product lines
  comes in two different ways:  (1) differentiation by bearing type or steel
  type, and (2) differentiation in the applications of bearings and steel.

  Tapered Roller Bearings.  In the bearing industry, Timken is best known for
  the tapered roller bearing, which was originally patented by the company
  founder, Henry Timken. The tapered roller bearing is Timken's principal
  product in the anti-friction industry segment.  It consists of four
  components:  (1) the cone or inner race, (2) the cup or outer race, (3) the
  tapered rollers, which roll between the cup and cone, and (4) the cage,
  which serves as a retainer and maintains proper spacing between the rollers.
  Timken manufactures or purchases these four components and then sells them in
  a wide variety of configurations and sizes.

 
                                                                         4
  Products (cont.)
  ________________

  The tapered rollers permit ready absorption of both radial and axial load
  combinations.  For this reason, tapered roller bearings are particularly well
  adapted to reducing friction where shafts, gears or wheels are used.  The
  applications for tapered roller bearings have diversified from the original
  application on horse-drawn wagons to applications on passenger cars, light
  and heavy trucks, and trains, as well as a wide range of industrial applica-
  tions, ranging from very small gear drives to bearings over two meters in
  diameter for wind energy machines.  Further differentiation has come in the
  form of adding sensors to these bearings, which measure parameters such as
  speed, load, temperature or overall bearing condition.

  Matching bearings to the specific requirements of customers' applications
  requires engineering, and often sophisticated analytical techniques.  The
  design of Timken's tapered roller bearing permits distribution of unit
  pressures over the full length of the roller.  This fact, combined with high
  precision tolerance, proprietary internal geometry and premium quality
  material, provides Timken bearings with high load carrying capacity,
  excellent friction-reducing qualities and long life.

  Precision Cylindrical and Ball Bearings.  Timken's aerospace and super pre-
  cision facilities produce high-performance ball and cylindrical bearings for
  ultra high-speed and/or high-accuracy applications in the aerospace, medical
  and dental, computer disk drive and other industries.  These bearings
  utilize ball and straight rolling elements and are in the super precision
  end of the general ball and straight roller bearing product range in the
  bearing industry.  A majority of Timken's aerospace and super precision
  bearings products are custom-designed bearings and spindle assemblies.  They
  often involve specialized materials and coatings for use in applications
  that subject the bearings to extreme operating conditions of speed and temp-
  erature.

  Spherical and Cylindrical Bearings.  Timken Romania produces spherical and
  cylindrical roller bearings for large gear drives, rolling mills and other
  process industry and infrastructure development applications.  Timken's
  cylindrical and spherical roller bearing capability has been significantly
  enhanced with the acquisition of Torrington's broad range of spherical and
  heavy-duty cylindrical roller bearings for standard industrial and specialized
  applications.  These products are sold worldwide to OEMs, and industrial
  distributors serving major industries, including construction and mining,
  natural resources, defense, pulp and paper production, rolling mills and
  general industrial goods.

  Needle Bearings.  With the acquisition of Torrington, the company has become
  a leading global manufacturer of highly engineered needle roller bearings.
  Torrington produces a broad range of radial and thrust needle roller bearings,
  as well as bearing assemblies, which are sold to OEMs and industrial
  distributors worldwide. Major applications include products for the
  automotive, consumer product, construction and agriculture and general
  industrial goods industries.

                                                                        5
  Products (cont.)
  ________________

  Bearing Reconditioning.  A small part of the business involves providing
  bearing reconditioning services for industrial and railroad customers, both
  internationally and domestically.  These services account for less than 5%
  of the company's net sales for the year ended December 31, 2004.

  Steel.  Steel products include steels of low and intermediate alloy, vacuum-
  processed alloys, tool steel and some carbon grades.  These products are
  available in a wide range of solid and tubular sections with a variety of
  lengths and finishes.  These steel products are used in a wide array of
  applications, including bearings, automotive transmissions, engine
  crankshafts, oil drilling, aerospace and other similarly demanding
  applications.

  Timken also produces custom-made steel products, including alloy and steel
  components for automotive and industrial customers.  This business has pro-
  vided the company with the opportunity to further expand its market for
  tubing and capture higher value-added steel sales.  This also enables
  Timken's traditional tubing customers in the automotive and bearing
  industries to take advantage of higher performing components that cost less
  than current alternative products.  Customizing of products is a growing
  portion of the company's steel business.

  Geographical Financial Information
  __________________________________

  Information appearing under the caption "Geographic Financial Information,"
  on Page 58 of the Annual Report to Shareholders for the year ended
  December 31, 2004 is incorporated herein by reference.

  Sales and Distribution
  ______________________

  Timken's products in the Automotive Group and Industrial Group are sold
  principally by its own internal sales organization.  A portion of the
  Industrial Group's sales are made through authorized distributors.  Timken's
  sales organization consists of a separate sales force for each business Group.

  Traditionally, a main focus of the company's sales strategy has consisted of
  collaborative projects with customers.  For this reason, Timken's sales
  forces are primarily located in close proximity to its customers rather than
  at production sites.  In some instances, the sales forces are located inside
  customer facilities.  Timken's sales force is highly trained and knowledge-
  able regarding all bearings products and associates assist customers during
  the development and implementation phases and provide support on an ongoing
  basis.

 
                                                                         6
  Sales and Distribution (cont.)
  ______________________________

  The company has a joint venture in North America focused on joint logistics
  and e-business services.  This alliance is called Colinx, and was founded by
  Timken, SKF, INA and Rockwell Automation.  The e-business service was
  launched in April 2001, and is focused on information and business services
  for authorized distributors in the Industrial Group.  The company also has
  another e-business joint venture in Europe which focuses on information and
  business services for authorized distributors in the Industrial Group.  This
  alliance, which Timken founded together with SKF AB, Sandvik AB, Industriewerk
  Schaffler INA-Ingenieurdienst GmBH and Reliance is called Endorsia.com
  International AB.

  Timken's steel products are sold principally by its own sales organization.
  Most orders are customized to satisfy customer-specific applications and are
  shipped directly to customers from Timken's steel manufacturing plants.
  Approximately 12% of Timken's Steel Group net sales are intersegment sales.
  In addition, sales are made to other anti-friction bearing companies and to
  the aircraft, automotive and truck, construction, forging, oil and gas
  drilling, and tooling industries.  Sales are also made to steel service
  centers.

  Timken has entered into individually negotiated contracts with some of
  its customers in its Automotive Group, Industrial Group and Steel Group.
  These contracts may extend for one or more years and, if a price is fixed for
  any period extending beyond current shipments, customarily include a
  commitment by the customer to purchase a designated percentage of its
  requirements from Timken.  Contracts extending beyond one year that are not
  subject to price adjustment provisions do not represent a material portion of
  Timken's sales.  Timken does not believe that there is any significant loss
  of earnings risk associated with any given contract.

  Industry Segments
  _________________

  The company has three reportable segments:  Automotive Group, Industrial Group
  and Steel Group.  Segment information in Note 14 of the Notes to Consolidated
  Financial Statements on pages 58 and 59 of the Annual Report to Shareholders
  for the year ended December 31, 2004, is incorporated herein by reference.
  Export sales from the U.S. and Canada are less than 10% of revenue.  The
  company's Automotive and Industrial Groups' businesses have historically
  participated in the global bearing industry, while the Steel Group has
  concentrated primarily on U.S. customers.  However, over the past few years,
  the Steel Group has acquired non-U.S. companies, such as Timken Alloy Steel
  Europe Limited, in Leicester, England, which specializes in the manufacturing
  of seamless mechanical tubing, and Timken Precision Components Europe, a
  precision component manufacturer based in France.

  Timken's non-U.S. operations are subject to normal international business
  risks not generally applicable to domestic business.  These risks include
 

                                                                         7
  Industry Segments (cont.)
  _________________________

  currency fluctuation, changes in tariff restrictions, difficulties in
  establishing and maintaining relationships with local distributors and
  dealers, import and export licensing requirements, difficulties in staffing
  and managing geographically diverse operations, and restrictive regulations
  by foreign governments, including price and exchange controls.

  Competition
  ___________

  The anti-friction bearing business is highly competitive in every country
  in which Timken sells products.  Timken competes primarily based on price,
  quality, timeliness of delivery, and product design and the ability to provide
  engineering support and service on a global basis.  The company competes with
  domestic manufacturers and many foreign manufacturers of anti-friction
  bearings, including SKF, INA-Holding Schaeffler KG, NTN Corporation, Koyo
  Seiko Co., Ltd. and NSK Ltd.

  Competition within the steel industry, both domestically and globally, is
  intense and is expected to remain so.  However, the recent combination of a
  weakened U.S. dollar, worldwide rationalization of uncompetitive capacity, raw
  material cost increases, and North American and global market strength have
  allowed steel industry prices to increase and margins to improve.  Timken's
  worldwide competitors for seamless mechanical tubing include Copperweld,
  Plymouth Tube, Michigan Seamless Tube, V & M Tube, Sanyo Special Steel, Ovako
  Steel and Tenaris.  Competitors for steel bar products include North American
  producers such as Republic Engineered Products, Mac Steel, Ispat Inland, Steel
  Dynamics  and a wide variety of off-shore steel producers who import into
  North America. Competitors in the precision steel components market include
  Metaldyne, Linamar and overseas companies such as Showa Seiko, SKF and
  FormFlo.  In the specialty steel category, manufacturers compete for sales of
  high-speed, tool and die, and aerospace steels.  High-speed steel competitors
  in North America and Europe include Erasteel, Bohler and Crucible.  Tool and
  die steel competitors include Crucible, Carpenter Technologies and Thyssen.
  The principal competitors for Timken's aerospace steels include Ellwood
  Specialty, Slater/Atlas and Patriot (formerly Republic Technologies, Inc.).

  Maintaining high standards of product quality and reliability while keeping
  production costs competitive is essential to Timken's ability to compete
  with domestic and foreign manufacturers in both the anti-friction bearing
  and steel businesses.

  Trade Law Enforcement

  In the second quarter of 2000, the U.S. International Trade Commission (ITC)
  voted to revoke the bearing industry's anti-dumping orders on imports of
  tapered roller bearings from Japan.  The ITC determined that revocation of
  the anti-dumping duty orders on tapered roller bearings from Japan was not
  likely to lead to continuation or recurrence of material injury to the
  domestic industry within a reasonably foreseeable time.  The company has

                                                                        8
  Competition (cont.)
  ___________________

  filed an appeal of the ITC's decision regarding Japan, which is still pending.
  The ITC upheld the anti-dumping duty order against tapered roller bearings
  from China, which will be up for review again starting in 2005.

  Also in the second quarter of 2000, the ITC voted to continue the bearing
  industry's anti-dumping orders on imports of ball bearings from France,
  Germany, Italy, Japan, Singapore, and the United Kingdom.  Some producers in
  those six countries attempted court appeals of these decisions, some of which
  are still pending.  Separately, these six continuing ball bearing anti-
  dumping orders will be up for review again starting in 2005.

  Continued Dumping and Subsidy Offset Act

  The Continued Dumping and Subsidy Offset Act (CDSOA) provides for distribution
  of monies collected by U.S. Customs from antidumping cases to qualifying
  domestic producers where the domestic producers have continued to invest in
  their technology, equipment and people.  The company reported CDSOA receipts,
  net of expenses, of $44.4 million, $65.6 million and $50.2 million in 2004,
  2003 and 2002, respectively.  Amounts received in 2003 were net of a one-time
  repayment, due to a miscalculation by the U.S. Treasury Department, of funds
  received by the company in 2002.

  Amounts for 2003 and 2004 were net of the amounts that Timken delivered to the
  seller of the Torrington business, pursuant to the terms of the agreement
  under which the company purchased Torrington.  In 2003 and 2004, Timken
  delivered to the seller of the Torrington business 80% of the CDSOA payments
  received in 2003 and 2004 for Torrington's bearing business.  Timken is under
  no further obligation to transfer any CDSOA payments to the seller of the
  Torrington business.

  The company cannot predict whether it will receive any payments under CDSOA
  in 2005 or if so, in what amount.  In September 2002, the World Trade
  Organization (WTO) ruled that such payments are not consistent with
  international trade rules.  The U.S. Trade Representative appealed this
  ruling; however, the WTO upheld the ruling on January 16, 2003.  CDSOA
  continues to be in effect in the United States at this time.

                                                                        9

  Joint Ventures
  _______________

  As part of the Torrington acquisition, several additional equity interests
  were acquired, one of which was a needle bearing manufacturing venture in
  Japan, NTC, that had been operated by NSK Ltd. and Torrington.  In July 2003,
  the company sold its interest in NTC to NSK for approximately $146.3 million,
  pre-tax.

  During 2000, the company's Steel Group invested in a joint venture, PEL
  Technologies LLC (PEL), to commercialize a proprietary technology that
  converts iron units into engineered iron oxides for use in pigments, coatings
  and abrasives.  In the fourth quarter of 2003, the company concluded its
  investment in PEL was impaired due to the following indicators of impairment:
  history of negative cash flow and losses; 2004 operating plan with continued
  losses and negative cash flow; and the continued required support from the
  company or another party.  In the fourth quarter of 2003, the company reported
  a non-cash impairment loss of $45.7 million, which is reported in other
  expense-net on the consolidated statement of income.

  The company concluded that PEL is a variable interest entity and that the com-
  pany is the primary beneficiary.  In accordance with FASB Interpretation No.
  46 "Consolidation of Variable Interest Entities, an interpretation of
  Accounting Research Bulletion No. 51," (FIN 46), the company consolidated PEL
  effective March 31, 2004.  The adoption of FIN 46 resulted in a charge,
  representing the cumulative effect of change in accounting principle, of
  $0.9 million, which is reported in other expense-net on the consolidated
  statement of income.  Also, the adoption of FIN 46 increased the consolidated
  balance sheet as follows:  current assets by $1.7 million; property, plant and
  equipment by $11.3 million; short-term debt by $11.6 million; accounts payable
  and other liabilities by $0.7 million and other non-current liabilities by
  $1.7 million.  All of PEL's assets are collateral for its obligations.  Except
  for PEL's indebtedness for which the company is a guarantor, PEL's creditors
  have no recourse to the general credit of the company.

  Backlog
  _______

  The backlog of orders of Timken's domestic and overseas operations is
  estimated to have been $1.76 billion at December 31, 2004, and $1.33 billion
  at December 31, 2003.  Actual shipments are dependent upon ever-changing
  production schedules of the customer.  Accordingly, Timken does not believe
  that its backlog data and comparisons thereof as of different dates are
  reliable indicators of future sales or shipments.

  Raw Materials
  _____________

  The principal raw materials used by Timken in its North American bearing
  plants to manufacture bearings are its own steel tubing and bars, purchased
  strip steel and energy resources. Outside North America, the company
  purchases raw materials from local sources with whom it has worked closely
  to assure steel quality according to its demanding specifications.  In
  addition, Timken Alloy Steel Europe Limited in Leicester, England is a major
  source of raw materials for the Timken plants in Western Europe.

  The principal raw materials used by Timken in steel manufacturing are scrap
  metal, nickel and other alloys.  The availability and prices of raw
  materials and energy resources are subject to curtailment or change due to,
  among other things, new laws or regulations, changes in demand levels,
  suppliers' allocations to other purchasers, interruptions in production by
  suppliers, changes in exchange rates and prevailing price levels.  For
  example, the weighted average price of scrap metal increased 8.1% from 2001
  to 2002, increased 19.2% from 2002 to 2003, and increased 87.1% from 2003 to
  2004.  Prices for raw materials and energy resources continue to remain high.

                                                                        10

  Raw Materials (cont.)
  _____________________

  The company continues to expect that it will be able to pass a portion of
  these increased costs through to customers in the form of price increases or
  raw material surcharges.

  Disruptions in the supply of raw materials or energy resources could
  temporarily impair the company's ability to manufacture its products for its
  customers or require the company to pay higher prices in order to obtain
  these raw materials or energy resources from other sources, which could
  thereby affect the company's sales and profitability.  Any increase in the
  prices for such raw materials or energy resources could materially affect
  the company's costs and therefore its earnings.

  Timken believes that the availability of raw materials and alloys are
  adequate for its needs, and, in general, it is not dependent on any single
  source of supply.

  Research
  ________

  Timken's major research center, located in Canton, Ohio near its world head-
  quarters, is engaged in research on bearings, steels, manufacturing methods
  and related matters.  Research facilities are also located at the Timken
  Aerospace & Super Precision Bearings New Hampshire plants; the Colmar, France
  plant; the Latrobe, Pennsylvania plant; the Ploiesti, Romania plant; the
  Vierzon, France plant; the Kunsebeck, Germany plant; and facilities in
  Norcross, Georgia; Torrington, Connecticut; Bangelore, India; and Brno, Czech
  Republic.  Expenditures for research, development and testing amounted to
  approximately $58.5 million, $55.7 million and $57.0 million in 2004, 2003 and
  2002, respectively.  Of these amounts, $8.4 million, $3.3 million and
  $5.6 million, respectively, were funded by others.  The company's research
  program is committed to the development of new and improved bearing and steel
  products, as well as more efficient manufacturing processes and techniques
  and the expansion of applications for existing products.

  Environmental Matters
  _____________________

  The company continues its efforts to protect the environment and comply with
  environmental protection laws.  Additionally, it has invested in pollution
  control equipment and updated plant operational practices.  The company is
  committed to implementing a documented environmental management system world-
  wide and to becoming certified under the ISO 14001 standard where appropriate
  to meet or exceed customer requirements.  By the end of 2004, 33 of the
  company's plants had obtained ISO 14001 certification.

  The company believes it has established adequate reserves to cover its
  environmental expenses and has a well-established environmental compliance
  audit program, which includes a proactive approach to bringing its domestic
  and international units to higher standards of environmental performance.
  This program measures performance against applicable laws, as well as
  standards that have been established for all units worldwide.  It is
  difficult to assess the possible effect of compliance with future
  requirements that differ from existing ones.  As previously reported, the
  company is unsure of the future financial impact to the company that could
  result from the United States Environmental Protection Agency's (EPA's) final
  rules to tighten the National Ambient Air Quality Standards for fine
  particulate and ozone.

  The company and certain of its U.S. subsidiaries have been designated as
  potentially responsible parties by the United States EPA for site
  investigation and remediation at certain sites under the Comprehensive
  Environmental Response, Compensation and Liability Act (CERCLA), known
  as the Superfund, or state laws similar to CERCLA. The claims for remediation
  have been asserted against numerous other entities, which are believed to

                                                                        11

  Environmental Matters (cont.)
  _____________________________

  be financially solvent and are expected to fulfill their proportionate share
  of the obligation.  Management believes any ultimate liability with respect
  to all pending actions will not materially affect the company's operations,
  cash flows or consolidated financial position.  The company is also conducting
  voluntary environmental investigations and/or remediations at a number of
  current or former operating sites.  Any liability with respect to such
  investigations and remediations, in the aggregate, is not expected to be
  material to the operations or financial position of the company.

  New laws and regulations, stricter enforcement of existing laws and
  regulations, the discovery of previously unknown contamination or the
  imposition of new clean-up requirements may require the company to incur
  costs or become the basis for new or increased liabilities that could have a
  material adverse effect on Timken's business, financial condition or results
  of operations.

  Patents, Trademarks and Licenses
  ________________________________

  Timken owns a number of U.S. and foreign patents, trademarks and licenses
  relating to certain of its products.  While Timken regards these as items
  of importance, it does not deem its business as a whole, or any industry
  segment, to be materially dependent upon any one item or group of items.

  Employment
  __________

  At December 31, 2004, Timken had 25,931 associates. Twenty percent of
  Timken's U.S. associates are covered under collective bargaining agreements.

  Available Information
  _____________________

  Timken's annual report on Form 10-K, quarterly reports on Form 10-Q, current
  reports on Form 8-K, and amendments to those reports filed or furnished
  pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
  are available, free of charge, on Timken's website at www.timken.com as soon
  as reasonably practicable after electronically filing such material with the
  Securities and Exchange Commission.

                                                                        12
  Item 2.  Properties
  ___________________

  Timken has Automotive Group, Industrial Group and Steel Group manufacturing
  facilities at multiple locations in the United States and in a number of
  countries outside the United States.  The aggregate floor area of these
  facilities worldwide is approximately 19,298,000 square feet, all of which,
  except for approximately 1,848,000 square feet, is owned in fee.  The
  facilities not owned in fee are leased.  The buildings occupied by Timken
  are principally made of brick, steel, reinforced concrete and concrete block
  construction.  All buildings are in satisfactory operating condition in which
  to conduct business.

  Timken's Automotive and Industrial Groups' manufacturing facilities in the
  United States are located in Bucyrus, Canton, New Philadelphia, and Niles,
  Ohio; Altavista, Virginia; Watertown and Torrington, Connecticut; Randleman,
  Iron Station and Rutherfordton, North Carolina; Carlyle, Illinois; South Bend,
  Indiana; Gaffney, Clinton, Union, Honea Path and Walhalla, South Carolina;
  Cairo, Norcross, Sylvania, Ball Ground, and Dahlonega, Georgia; Pulaski and
  Mascot, Tennessee; Keene and Lebanon, New Hampshire; Lenexa, Kansas; Ogden,
  Utah.  These facilities, including the research facility in Canton, Ohio, and
  warehouses at plant locations, have an aggregate floor area of approximately
  7,696,000 square feet.  In 2004, the company divested its plant facility
  in Syracuse, New York.

  Timken's Automotive and Industrial Groups' manufacturing plants outside the
  United States are located in Benoni, South Africa; Brescia, Italy; Colmar,
  Vierzon, Maromme and Moult, France; Northampton and Wolverhampton, England;
  Medemblik, The Netherlands; Bilbao, Spain; Westfalen, Germany; Olomouc, Czech
  Republic; Ploiesti, Romania; Mexico City, Mexico; Sao Paulo and Nova Friburgo,
  Brazil; Singapore; Jamshedpur, India; Sosnowiec, Poland; St. Thomas and
  Bedford, Canada; and Yantai and Wuxi, China.  The facilities, including ware-
  houses at plant locations, have an aggregate floor area of approximately
  5,521,000 square feet.  In 2004, the company divested its plant facility in
  Toronto, Canada.

  Timken's Steel Group's manufacturing facilities in the United States are
  located in Canton, Eaton, Wauseon, Wooster, and Vienna, Ohio; Columbus, North
  Carolina; White House, Tennessee; and Franklin and Latrobe, Pennsylvania.
  These facilities have an aggregate floor area of approximately 5,342,000
  square feet. The manufacturing facility in Columbus, North Carolina ceased
  operations in November of 2004.

  Timken's Steel Group's manufacturing facilities outside the United States are
  located in Leicester and Sheffield, England; and Fougeres and Marnaz, France.
  These facilities have an aggregate floor area of approximately 739,000
  square feet.

  In addition to the manufacturing and distribution facilities discussed
  above, Timken owns warehouses and steel distribution facilities in the
  United States, United Kingdom, France, Singapore, Mexico, Argentina,
  Australia, Brazil, Germany, and China, and leases several relatively small
  warehouse facilities in cities throughout the world.
                                                                        13

  Properties (cont.)
  __________________

  During 2004, the widespread incentive programs on light trucks, increasing
  demand for heavy trucks and new business from new platforms drove an increase
  in North American demand.  Automotive plant utilizations were between 75% and
  85%, which was higher than 2003.  In 2004, as a result of the higher
  industrial global demand, Industrial plant utilizations were between 80% and
  85%, which was higher than 2003.  Also, in 2004, Steel plant utilization
  operated at near capacity and was higher than 2003.  Capacity for many steel
  products was allocated to customers based on recent order history.

  Item 3.  Legal Proceedings
  __________________________

  The company is involved in various claims and legal actions arising in the
  ordinary course of business.  In the opinion of management, the ultimate dis-
  position of these matters will not have a material adverse effect on the
  company's consolidated financial position or results of operations.

  The company is currently in discussions with the State of Ohio concerning
  a violation of Ohio air pollution control laws which was discovered by the
  company and voluntarily disclosed to the State of Ohio approximately eight
  years ago.  Although no final settlement has been reached, the company
  believes that the final settlement will not be material to the company or
  have a material adverse effect on the company's consolidated financial
  position or results of operations.

  Item 4.  Submission of Matters to a Vote of Security Holders
  ____________________________________________________________

  No matters were submitted to a vote of security holders during the
  fourth quarter of the fiscal year ended December 31, 2004.

  Item 4A.  Executive Officers of the Registrant
  ______________________________________________

  The executive officers are elected by the Board of Directors normally for a
  term of one year and until the election of their successors.  All executive
  officers, except for two, have been employed by Timken or by a subsidiary of
  the company during the past five-year period.  The executive officers of the
  company as of February 28, 2005, are as follows:

                                       Current Position and Previous
   Name                Age             Positions During Last Five Years
   ___________________ ___     ____________________________________________

   J. W. Griffith      51      1999  President and Chief Operating Officer;
                                        Director;
                               2002  President and Chief Executive Officer;
                                        Director.

                                                                        14

  Executive Officers of the Registrant (cont.)
  ____________________________________________

                                       Current Position and Previous
   Name                Age             Positions During Last Five Years
   ___________________ ___     ____________________________________________

   M. C. Arnold        48      2000  President - Industrial Group.

   S. B. Bailey        45      2000  Treasurer;
                               2001  Corporate Controller;
                               2002  Senior Vice President - Finance and
                                        Controller.

   W. R. Burkhart      39      2000  Senior Vice President and General Counsel.

   J. A. Dedo          43      2000  Sales, Marketing and Customer Enablement
                                     Executive, Covisint LLC;
                               2001  Vice President and General Manager World-
                                     wide Market Operations, Motorola;
                               2004  President - Automotive Group, The Timken
                                     Company.

   G. A. Eisenberg     43      1999  President and Chief Operating Officer,
                                        United Dominion Industries;
                               2002  Executive Vice President - Finance and
                                        Administration, The Timken Company.

   S. J. Miraglia, Jr. 54      1999  Senior Vice President - Technology.

   W. J. Timken, Jr.   37      2000  Corporate Vice President - Office of the
                                        Chairman;
                               2002  Corporate Vice President - Office of the
                                        Chairman; Director;
                               2003  Executive Vice President and President -
                                        Steel Group; Director.

                                                                        15
PART II
_______

  Item 5.  Market for Registrant's Common Equity and Related Stockholder
  ______________________________________________________________________
           Matters
           _______

  The company's common stock is traded on the New York Stock Exchange (TKR).
  The estimated number of record holders of the company's common stock at
  December 31, 2004, was 7,410. The estimated number of beneficial shareholders
  at December 31, 2004, was 42,484.

  High and low stock prices and dividends for the last two fiscal years are
  presented in the Quarterly Financial Data schedule on Page 65 of the Annual
  Report to Shareholders for the year ended December 31, 2004, and are
  incorporated herein by reference.

  Issuer Purchases of Common Stock:

         The following table provides information about purchases by the company
         during the quarter ended December 31, 2004 of its common stock.

                                                    Total Number   Maximum
                                                    of Shares      Number of
                                                    Purchased as   Shares that
                                                    Part of        May Yet Be
                                                    Publicly       Purchased
                  Total Number     Average          Announced      Under the
                  of Shares        Price Paid       Plans or       Plans or
         Period   Purchased (1)    per Share (2)    Programs       Programs
         ------   -------------    -------------    ------------   -----------
         10/1/04-
          10/31/04           -                -                -             -
         11/1/04-
          11/30/04         149            $23.17               -             -
         12/1/04-
          12/31/04           -                -                -             -
                  -------------    -------------    ------------   -----------
           Total           149            $23.17               -             -
                  =============    =============    ============   ===========

         (1) The company repurchases shares of its common stock that are owned
             and tendered by employees to satisfy tax withholding obligations
             on the vesting of restricted shares.
         (2) The average price paid per share is calculated using the daily high
             and low of the company's common stock as quoted on the New York
             Stock Exchange at the time the employee tenders the shares.

  Information regarding the company's stock compensation plan is presented in
  Notes 1 and 9 to the Consolidated Financial Statements on Pages 42 and 52 of
  the Annual Report to Shareholders for the year ended December 31, 2004, and
  is incorporated herein by reference.

  Item 6.  Selected Financial Data
  ________________________________

  The Summary of Operations and Other Comparative Data on Pages 66-67 of the
  Annual Report to Shareholders for the year ended December 31, 2004, is
  incorporated herein by reference.


                                                                         16
  Item 7.  Management's Discussion and Analysis of Financial Condition and
  ________________________________________________________________________
           Results of Operations
           _____________________

  Management's Discussion and Analysis of Financial Condition and Results of
  Operations on Pages 18-37 of the Annual Report to Shareholders for the year
  ended December 31, 2004, is incorporated herein by reference.

  Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
  ____________________________________________________________________

  Information appearing under the caption "Management's Discussion and
  Analysis of Other Information" appearing on Pages 36 and 37 of the Annual
  Report to Shareholders for the year ended December 31, 2004, is
  incorporated herein by reference.

  Item 8.  Financial Statements and Supplementary Data
  ____________________________________________________

  The Quarterly Financial Data schedule included on Page 65, the
  Consolidated Financial Statements of the registrant and its subsidiaries
  on Pages 38-41, the Notes to Consolidated Financial Statements on Pages
  42-61, and the Report of Management on Internal Control Over Financial
  Reporting on Page 62 of the Annual Report to Shareholders for the year
  ended December 31, 2004, are incorporated herein by reference.

  Item 9.  Changes in and Disagreements with Accountants on Accounting
  ____________________________________________________________________
           and Financial Disclosure
           ________________________

  Not applicable.

  Item 9A.  Controls and Procedures
  __________________________________

  As of the end of the period covered by this report, the Company carried out
  an evaluation, under the supervision and with the participation of the
  Company's management, including the Company's principal executive officer
  and principal financial officer, of the effectiveness of the design and
  operation of the Company's disclosure controls and procedures pursuant to
  Exchange Act Rule 13a-15(e).  Based upon that evaluation, the principal
  executive officer and principal financial officer concluded that the
  Company's disclosure controls and procedures were effective as of the end of
  the period covered by this report.  There have been no significant changes in
  the Company's internal control over financial reporting that have materially
  affected, or are reasonably likely to materially affect, the Company's
  internal control over financial reporting during the Company's most recent
  fiscal quarter.

  The Report of Management on Internal Control Over Financial Reporting is set
  forth in Exhibit 13 of this Annual Report on Form 10-K and is incorporated
  herein by reference.  The attestation report of the company's independent
  registered public accounting firm is included in this Annual Report on Form
  10-K in Item 15.


                                                                         17

PART III
________

  Item 10.  Directors and Executive Officers of the Registrant
  ____________________________________________________________

  Required information is set forth under the captions "Election of Directors"
  on Pages 4-7 and "Section 16(a) Beneficial Ownership Report Compliance" on
  Page 30 of the proxy statement filed in connection with the annual meeting
  of shareholders to be held April 19, 2005, and is incorporated herein by
  reference.  Information regarding the executive officers of the registrant
  is included in Part I hereof.  Information regarding the Company's Audit
  Committee and its Audit Committee Financial Expert is set forth on page 8 of
  the proxy statement filed in connection with the annual meeting of share-
  holders to be held April 19, 2005, and is incorporated herein by reference.

  The General Policies and Procedures of the Board of Directors of the Company
  and the charters of its Audit Committee, Compensation Committee and Nominating
  and Governance Committee are also available on its website at www.timken.com
  and are available to any shareholder upon request to the Corporate Secretary.
  The information on the Company's website is not incorporated by reference
  into this Annual Report on Form 10-K.

  The Company has adopted a code of ethics that applies to all of its employees,
  including its principal executive officer, principal financial officer and
  principal accounting officer, as well as its directors.  The Company's code
  of ethics, The Timken Company Standards of Business Ethics Policy, is
  available on its website at www.timken.com.  The Company intends to disclose
  any amendment to, or waiver from, the code of ethics that applies to its
  principal executive officer, principal financial officer or principal
  accounting officer otherwise required to be disclosed under Item 10 of
  Form 8-K by posting such amendment or waiver, as applicable, on its website.

  Item 11.  Executive Compensation
  ________________________________

  Required information is set forth under the captions "Executive Compensation"
  on Pages 13-25 and "Comparison of Five Year Cumulative Total Return" on
  Page 26 of the proxy statement filed in connection with the annual meeting
  of shareholders to be held April 19, 2005, and is incorporated herein by
  reference.

  Item 12.  Security Ownership of Certain Beneficial Owners and Management and
  ____________________________________________________________________________

            Related Stockholder Matters
            ___________________________

  Required information, including with respect to institutional investors
  owning more than 5% of the company's Common Stock, is set forth under the
  caption "Beneficial Ownership of Common Stock" on Pages 11-12 of the proxy
  statement filed in connection with the annual meeting of shareholders to be
  held April 19, 2005, and is incorporated herein by reference.


                                                                         18

  Item 12.  Security Ownership of Certain Beneficial Owners and Management and
  ____________________________________________________________________________

            Related Stockholder Matters (cont.)
            ___________________________________

  Required information is set forth under the caption "Equity Compensation Plan
  Information" on Page 18 of the proxy statement issued in connection with the
  annual meeting of shareholders to be held April 19, 2005, and is incorporated
  herein by reference.

  Item 13.  Certain Relationships and Related Transactions
  ________________________________________________________

  Required information is set forth under the caption "Election of Directors"
  on Pages 4-7 of the proxy statement issued in connection with the annual
  meeting of shareholders to be held April 19, 2005, and is incorporated herein
  by reference.

  Item 14.  Principal Accountant Fees and Services
  _________________________________________________

  Required information regarding fees paid to and services provided by the
  Company's independent auditor during the years ended December 31, 2004 and
  2003 and the pre-approval policies and procedures of the Audit Committee of
  the Company's Board of Directors is set forth on page 29 of the proxy
  statement issued in connection with the annual meeting of shareholders to be
  held April 19, 2005, and is incorporated herein by reference.

  The Company's independent registered public accountant, Ernst & Young LLP
  ("E&Y"), has recently advised the SEC, the Public Company Accounting Oversight
  Board and the Company's audit committee and board of directors that certain
  non-audit work it has performed in China has raised questions regarding E&Y's
  independence with respect to its performance of audit services to some of its
  clients, including the Company.

  E&Y has disclosed to the Company's audit committee that through August 2003,
  E&Y's affiliate in China ("E&Y China") provided tax calculation, preparation
  and remittance services for two subsidiaries of the Company and a small number
  of employees located in China.  These services included processing cash
  disbursements on behalf of these subsidiaries and employees, which is not
  permitted under SEC auditor independence rules.  Total payments processed by
  E&Y China on behalf of these subsidiaries and employees from 2001 through 2003
  were not significant and all of such payments were paid to Chinese tax
  authorities.  In connection with the performance of these tax services,
  including the cash processing services, the fees which E&Y China received
  were not significant.  The processing of cash disbursements ceased in August
  2003.

  E&Y has also disclosed to the Company's audit committee that a contingent fee
  arrangement for a 2000 research tax credit study that it performed for the
  Company has raised questions regarding E&Y's independence with respect to its
  performance of audit services to the Company.  In July 2001, the Company
  engaged E&Y to provide a research tax credit study in connection with the
  original filing of the Company's federal tax return for 2000.  A portion of
  E&Y's fee was a contingent performance bonus based on a percentage of the
  Company's net tax savings for 2000.  At the time E&Y was engaged for the tax
  credit study, contingent fee arrangements with audit clients were prohibited


                                                                         19
  Item 14.  Principal Accountant Fees and Services  (cont.)
  _________________________________________________________

  by the SEC auditor independence rules and AICPA Ethics Rule 302, except when
  the fee was for tax services and determined based on the findings of a
  governmental agency.  An AICPA interpretation of Rule 302 provided that a fee
  is considered to be based on findings of a governmental agency if there is a
  reasonable expectation, at the time of the fee arrangement, of substantive
  review by a governmental agency, such as the IRS.  However, because the tax
  credit study was for an original return, under AICPA guidance, the contingent
  fee arrangement with E&Y did not fall within the exception provided by
  Rule 302.

  The audit committee and E&Y have discussed E&Y's independence with respect to
  the Company in light of the foregoing.  E&Y has confirmed to the audit
  committee that it is independent under applicable independence standards.  The
  audit committee has concurred that there has been no impairment of E&Y's
  independence.  In making this determination with respect to the cash
  processing services, the audit committee considered that: the amount of funds
  involved were de minimis; the services were ministerial in nature and have
  been discontinued; the operations conducted at the locations involved were not
  material to the consolidated financial statements of the Company; none of
  E&Y's personnel that are members of the Company's audit team were involved in
  providing these tax services; and E&Y concluded that its independence was not
  impaired under the applicable independence standards.  In making this
  determination with respect to the contingent fee arrangement, the audit
  committee considered that: the tax credit study did not place E&Y in a
  position of auditing its own work because both the Company and E&Y expected
  the Company's return to be audited by the IRS (which it was) and the Company
  had its own tax department that was responsible for both the preparation of
  the Company's tax returns and the income tax provision included in the
  Company's financial statements; the work plans and processes of the tax credit
  study were based on techniques and tools developed solely by E&Y, and
  therefore E&Y did not act as management or as an employee of the Company; the
  tax credit study did not place E&Y in a position of being an advocate for the
  Company; and E&Y concluded that its independence was not impaired under the
  applicable independence standards.

  The audit committee and E&Y continue to evaluate and review matters relevant
  to the maintenance of E&Y's independence.

                                                                        20
PART IV
_______

  Item 15.  Exhibits and Financial Statement Schedules.
  ___________________________________________________________________________

  (a)(1) and (2) - The response to this portion of Item 15 is submitted
                    as a separate section of this report.

  Schedules I, III, IV and V are not applicable to the company and, therefore,
  have been omitted.

    (3)  Listing of Exhibits

             Exhibit
             _______

        (3)(i)  Amended Articles of Incorporation of The Timken Company
                (Effective April 16, 1996) were filed with Form S-8 dated
                April 16, 1996 (Registration No. 333-02553), and are
                incorporated herein by reference.

        (3)(ii) Amended Regulations of The Timken Company effective April 21,
                1987, were filed on March 29, 1993 with Form 10-K (Commission
                File No. 1-1169), and are incorporated herein by reference.

        (4.0)   Credit Agreement dated as of December 31, 2002 among The Timken
                Company, as Borrower, Various Financial Institutions, as Banks,
                and Bank of America, N.A. and Keybank National Association, as
                Co-Administrative Agents was filed on March 27, 2003 with
                Form 10-K (Commission File No. 1-1169), and is incorporated
                herein by reference.

        (4.1)   Amendment dated as of September 3, 2004 to the Credit Agreement
                dated as of December 31, 2002 among The Timken Company, as
                Borrower, Various Financial Institutions, as Banks, and Bank of
                America , N.A. and Keybank National Association, as
                Co-Administrative Agents.

        (4.2)   Indenture dated as of July 1, 1990, between Timken and
                Ameritrust Company of New York, which was filed with
                Timken's Form S-3 registration statement dated July 12,
                1990 (Registration No. 333-35773), and is incorporated
                herein by reference.

        (4.3)   First Supplemental Indenture, dated as of July 24, 1996,
                by and between The Timken Company and Mellon Bank, N.A.
                was filed on November 13, 1996 with Form 10-Q (Commission
                File No. 1-1169), and is incorporated herein by
                reference.


                                                                         21

   Listing of Exhibits (cont.)
   ___________________________

        (4.4)   Indenture dated as of February 18, 2003, between The Timken
                Company and The Bank of New York, as Trustee, Providing for
                Issuance of Notes in Series was filed on March 27, 2003 with
                Form 10-K (Commission File No. 1-1169), and is incorporated
                herein by reference.

        (4.5)   The company is also a party to agreements with respect to other
                long-term debt in total amount less than 10% of the
                registrant's consolidated total assets.  The registrant agrees
                to furnish a copy of such agreements upon request.

                Management Contracts and Compensation Plans
                ___________________________________________

        (10.0)  The Management Performance Plan of The Timken Company for
                Officers and Certain Management Personnel, as revised on
                December 18, 2002 was filed on March 27, 2003 with Form 10-K
                (Commission File No. 1-1169), and is incorporated herein by
                reference.

        (10.1)  The Management Performance Plan of The Timken Company for
                Officers and Certain Management Personnel, as revised on
                January 31, 2005.

        (10.2)  The Timken Company 1996 Deferred Compensation Plan for officers
                and other key employees, amended and restated as of April 20,
                1999 was filed on May 13, 1999 with Form 10-Q (Commission File
                No. 1-1169), and is incorporated herein by reference.

        (10.3)  Amendment to The Timken Company 1996 Deferred Compensation Plan
                was filed on March 3, 2004 with Form 10-K (Commission File No.
                1-1169), and is incorporated herein by reference.

        (10.4)  The 1985 Incentive Plan of The Timken Company for Officers and
                other key employees as amended through December 17, 1997 was
                filed on March 20, 1998 with Form 10-K (Commission File No.
                1-1169), and is incorporated herein by reference.

        (10.5)  The Timken Company Long-Term Incentive Plan for directors,
                officers and other key employees as amended and restated as of
                January 30, 2002 and approved by shareholders on April 16, 2002
                was filed as Appendix A to Proxy Statement filed on
                February 22, 2002 (Commission File No. 1-1169), and is
                incorporated herein by reference.

        (10.6)  The Timken Company Long-Term Incentive Plan for directors,
                officers and other key employees as amended and restated as of
                February 6, 2004 and approved by shareholders on April 20, 2004
                was filed as Appendix A to Proxy Statement filed on March 1,
                2004 (Commission File No. 1-1169), and is incorporated herein
                by reference.
                                                                        22

   Listing of Exhibits (cont.)
   ___________________________

                Management Contracts and Compensation Plans (cont.)
                ___________________________________________________

        (10.7)  The form of Severance Agreement entered into with all Executive
                Officers of the company was filed on March 27, 1997 with
                Form 10-K (Commission File No. 1-1169), and is incorporated
                herein by reference.  Each differs only as to name and date
                executed.

        (10.8)  The form of Death Benefit Agreement entered into with all
                Executive Officers of the company was filed on March 30, 1994
                with Form 10-K (Commission File No. 1-1169), and is incorporated
                herein by reference. Each differs only as to name and date
                executed.  Currently applicable only to those Executive Officers
                who retired prior to January 1, 2004.

        (10.9)  The amended form of Death Benefit Agreement entered into with
                Executive Officers and certain key employees of the company who
                held such positions as of October 1, 2003 was filed on August 6,
                2004 with Form 10-Q (Commission File No. 1-1169), and is
                incorporated herein by reference.  Each differs only as to name
                and date executed.

        (10.10) The form of Indemnification Agreements entered into with all
                Directors who are not Executive Officers of the company was
                filed on April 1, 1991 with Form 10-K (Commission File No.
                1-1169), and is incorporated herein by reference.  Each differs
                only as to name and date executed.

        (10.11) The form of Indemnification Agreements entered into with
                all Executive Officers of the company who are not Directors
                of the company was filed on April 1, 1991 with Form 10-K
                (Commission File No. 1-1169), and is incorporated herein
                by reference.  Each differs only as to name and date
                executed.

        (10.12) The form of Indemnification Agreements entered into with
                all Executive Officers of the company who are also
                Directors of the company was filed on April 1, 1991 with
                Form 10-K (Commission File No. 1-1169), and is
                incorporated herein by reference.  Each differs only as to
                name and date executed.

        (10.13) The form of Employee Excess Benefits Agreement entered into with
                all active Executive Officers, certain retired Executive
                Officers, and certain other key employees of the company was
                filed on March 27, 1992 with Form 10-K (Commission File No.
                1-1169), and is incorporated herein by reference. Each differs
                only as to name and date executed.

        (10.14) Amendment to Employee Excess Benefits Agreement was filed on
                May 12, 2000 with Form 10-Q (Commission File No. 1-1169),
                and is incorporated herein by reference.

                                                                        23

   Listing of Exhibits (cont.)
   ___________________________

                Management Contracts and Compensation Plans (cont.)
                ___________________________________________________

        (10.15) The amended form of Employee Excess Benefits Agreement entered
                into with certain Executive Officers and certain key employees
                of the company was filed on August 6, 2004 with Form 10-Q
                (Commission File No.  1-1169), and is incorporated herein
                by reference.  Each differs only as to name and date
                executed.

        (10.16) Amended form of Excess Benefits Agreement entered into with the
                President & Chief Executive Officer and Senior Vice President -
                Technology was filed on August 6, 2004 with Form 10-Q
                (Commission File No. 1-1169), and is incorporated herein by
                reference.

        (10.17) The Amended and Restated Supplemental Pension Plan of
                The Timken Company as adopted March 16, 1998 was filed
                on March 20, 1998 with Form 10-K (Commission File No.
                1-1169), and is incorporated herein by reference.

        (10.18) Amendment to the Amended and Restated Supplemental Pension
                Plan of the Timken Company executed on December 29, 1998
                was filed on March 30, 1999 with Form 10-K (Commission File
                No. 1-1169), and is incorporated herein by reference.

        (10.19) The form of The Timken Company Nonqualified Stock Option
                Agreement for nontransferable options without dividend credit
                as adopted on April 17, 2001 was filed on May 14, 2001 with
                Form 10-Q (Commission File No. 1-1169), and is incorporated
                herein by reference.

        (10.20) The form of The Timken Company Nonqualified Stock Option
                Agreement for transferable options (Officers) as adopted on
                April 16, 2002 was filed on May 14, 2002 with Form 10-Q
                (Commission File No. 1-1169), and is incorporated herein by
                reference.

        (10.21) The form of The Timken Company Nonqualified Stock Option
                Agreement for special award options (performance vesting) as
                adopted on April 18, 2000 was filed on May 12, 2000 with Form
                10-Q (Commission File No. 1-1169), and is incorporated herein by
                reference.

        (10.22) The form of Non-Qualified Stock Option Agreement for Officers
                adopted on January 31, 2005 was filed on February 4, 2005 as
                an exhibit to Form 8-K (Commission File No. 1-1169), and is
                incorporated herein by reference.

        (10.23) The form of The Timken Company Performance Share Agreement
                entered into with W. R. Timken, Jr., was filed on March 20,
                1998 with Form 10-K (Commission File No. 1-1169), and is
                incorporated herein by reference.


                                                                         24
   Listing of Exhibits (cont.)
   ___________________________

                Management Contracts and Compensation Plans (cont.)
                ___________________________________________________

        (10.24) The Timken Company Senior Executive Management Performance
                Plan effective January 1, 1999, and approved by shareholders
                April 20, 1999 was filed as Appendix A to Proxy Statement
                filed on February 28, 1999 (Commission File No. 1-1169), and
                is incorporated herein by reference.

        (10.25) The Timken Company Nonqualified Stock Option Agreement entered
                into with James W. Griffith and adopted on December 16, 1999
                was filed on March 29, 2000 with Form 10-K (Commission File
                No. 1-1169), and is incorporated herein by reference.

        (10.26) The Timken Company Promissory Note entered into with James W.
                Griffith and dated December 17, 1999 was filed on March 29,
                2000 with Form 10-K (Commission File No. 1-1169), and is
                incorporated herein by reference.

        (10.27) The Timken Company Director Deferred Compensation Plan
                effective as of February 4, 2000 was filed on May 12, 2000 with
                Form 10-Q (Commission File No. 1-1169), and is incorporated
                herein by reference.

        (10.28) The form of The Timken Company Deferred Shares Agreement as
                adopted on April 18, 2000 was filed on May 12, 2000 with Form
                10-Q (Commission File No. 1-1169), and is incorporated herein
                by reference.

        (10.29) The amended form of The Timken Company Deferred Shares Agreement
                was filed on August 6, 2004 with Form 10-Q (Commission File
                No. 1-1169), and is incorporated herein by reference.

        (10.30) The form of The Timken Company Restricted Share Agreement as
                adopted on April 16, 2002 was filed on May 14, 2002 with Form
                10-Q (Commission File No. 1-1169), and is incorporated herein by
                reference

        (10.31) The form of The Timken Company Restricted Share Agreement as
                adopted on January 31, 2005 was filed on February 4, 2005 as an
                exhibit to Form 8-K (Commission File No. 1-1169), and is
                incorporated herein by reference.

        (10.32) The form of The Timken Company Performance Unit Agreement as
                adopted on April 16, 2002 was filed on May 14, 2002 with Form
                10-Q (Commission File No. 1-1169), and is incorporated herein
                by reference.

        (10.33) The form of The Timken Company Performance Unit Agreement as
                adopted on January 31, 2005 was filed on February 4, 2005 as
                an exhibit to Form 8-K (Commission File No. 1-1169), and is
                incorporated herein by reference.

                                                                        25

   Listing of Exhibits (cont.)
   ___________________________

                Management Contracts and Compensation Plans (cont.)
                ___________________________________________________

        (10.34) The form of The Timken Company Restricted Share Agreement for
                Non-Employee Directors as adopted on January 31, 2005.

        (10.35) The form of The Timken Company Non-Qualified Stock Option
                Agreement for Non-Employee Directors as adopted on
                January 31, 2005.

        (10.36) Restricted Shares Agreement entered into with Glenn A.
                Eisenberg was filed on March 28, 2002 with Form 10-K
                (Commission File No. 1-1169), and is incorporated herein
                by reference.

        (10.37) Executive Severance Agreement entered into with Glenn A.
                Eisenberg was filed on March 27, 2003 with Form 10-K
                (Commission File No. 1-1169), and is incorporated herein
                by reference.

        (10.38) The form of The Timken Company 1996 Deferred Compensation
                Plan Election Agreement as adopted on December 17, 2003
                was filed on March 3, 2004 with Form 10-K (Commission File
                No. 1-1169), and is incorporated herein by reference.

        (10.39) The form of Associate Election Agreement under the 1996
                Deferred Compensation Plan was filed on February 4, 2005 as an
                exhibit to Form 8-K (Commission File No. 1-1169), and is
                incorporated herein by reference.

        (10.40) The form of The Timken Company 1996 Deferred Compensation Plan
                Election Agreement for Deferral of Restricted Shares was filed
                on August 13, 2002 with Form 10-Q (Commission File No. 1-1169),
                and is incorporated herein by reference.

        (10.41) The form of The Timken Company Director Deferred Compensation
                Plan Election Agreement was filed on May 15, 2003 with Form
                10-Q (Commission File Number 1-1169), and is incorporated
                herein by reference.  Each differs only as to name and date
                executed.

        (10.42) The form of Non-employee Director Election Agreement under the
                1996 Deferred Compensation Plan was filed on February 4, 2005 as
                an exhibit to Form 8-K (Commission File No. 1-1169), and is
                incorporated herein by reference.

        (10.43) Non-Executive Chairman Agreement entered into with
                W. R. Timken, Jr. was filed on March 3, 2004 with Form 10-K
                (Commission File No. 1-1169), and is incorporated herein by
                reference.

        (12)    Computation of Ratio of Earnings to Fixed Charges.

                                                                        26

   Listing of Exhibits (cont.)
   ___________________________

        (13)    Annual Report to Shareholders for the year ended December 31,
                2004 (only to the extent expressly incorporated herein by
                reference).

        (21)    A list of subsidiaries of the registrant.

        (23)    Consent of Independent Registered Public Accounting Firm.

        (24)    Power of Attorney.

        (31.1)  Principal Executive Officer's Certifications pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002.

        (31.2)  Principal Financial Officer's Certifications pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002.

        (32)    Certification pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                             THE TIMKEN COMPANY

By   /s/ James W. Griffith              By  /s/ Glenn A. Eisenberg
     ________________________________       ________________________________
     James W. Griffith                      Glenn A. Eisenberg
     Chief Executive Officer and            Executive Vice President - Finance
     Director                               and Administration (Principal
                                            Financial Officer)
Date          March 15, 2005            Date            March 15, 2005
     ________________________________       _______________________________

                                        By  /s/ Sallie B. Bailey
                                            _________________________________
                                             Sallie B. Bailey
                                             Senior Vice President - Finance
                                             (Principal Accounting Officer)
                                        Date            March 15, 2005
                                            _______________________________

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

By  /s/ Phillip R. Cox*                  By  /s/ Frank C. Sullivan*
    ______________________________           _______________________________
    Phillip R. Cox        Director           Frank C. Sullivan      Director
Date          March 15, 2005          Date              March 15, 2005

By  /s/ Jerry J. Jasinowski*             By  /s/ John M. Timken, Jr.*
    ______________________________           _______________________________
    Jerry J. Jasinowski   Director           John M. Timken, Jr.    Director
Date          March 15, 2005          Date              March 15, 2005

By  /s/ John A. Luke, Jr.*               By  /s/ Ward J. Timken*
    ______________________________           _______________________________
    John A. Luke, Jr.     Director           Ward J. Timken         Director
Date          March 15, 2005          Date              March 15, 2005

By  /s/ Robert W. Mahoney*               By  /s/ Ward J. Timken, Jr.*
    ______________________________           _______________________________
    Robert W. Mahoney     Director           Ward J. Timken, Jr.    Director
Date          March 15, 2005          Date              March 15, 2005

By  /s/ Jay A. Precourt*                 By  /s/ W. R. Timken, Jr.*
    ______________________________           _______________________________
    Jay A. Precourt       Director           W. R. Timken, Jr.      Director
Date          March 15, 2005          Date              March 15, 2005

By  /s/ Joseph W. Ralston*               By  /s/ Joseph F. Toot, Jr.*
    ______________________________           _______________________________
    Joseph W. Ralston     Director           Joseph F. Toot, Jr.    Director
Date          March 15, 2005          Date              March 15, 2005

                                         By  /s/ Jacqueline F. Woods*
                                             _______________________________
                                             Jacqueline F. Woods    Director
                                     Date               March 15, 2005

                                       * By  /s/ Glenn A. Eisenberg
                                         ___________________________________
                                         Glenn A. Eisenberg, attorney-in-fact
                                         By authority of Power of Attorney
                                         filed as Exhibit 24 hereto
                                         Date           March 15, 2005

                           ANNUAL REPORT ON FORM 10-K

                       ITEM 15(a)(1) AND (2), (c) AND (d)

                        LIST OF FINANCIAL STATEMENTS AND
                          FINANCIAL STATEMENT SCHEDULE

                                CERTAIN EXHIBITS

                          FINANCIAL STATEMENT SCHEDULE

                          YEAR ENDED DECEMBER 31, 2004

                               THE TIMKEN COMPANY

                                  CANTON, OHIO

FORM 10-K-ITEM 15(a)(1) AND (2)

THE TIMKEN COMPANY AND SUBSIDIARIES

LIST OF FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE

The following consolidated financial statements of The Timken Company and
subsidiaries, included in the annual report of the registrant to its
shareholders for the year ended December 31, 2004, are incorporated by
reference in Item 8:

 Consolidated statements of income-Years ended December 31, 2004, 2003 and
  2002

 Consolidated balance sheets-December 31, 2004 and 2003

 Consolidated statements of cash flows-Years ended December 31, 2004, 2003
  and 2002

 Consolidated statements of shareholders' equity-Years ended December 31, 2004,
  2003 and 2002

 Notes to consolidated financial statements-December 31, 2004

The consolidated financial statement Schedule II-Valuation and qualifying
accounts of The Timken Company and subsidiaries is included in Item 15(d).

All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.

               Report of Independent Registered Public Accounting Firm

To The Board of Directors and Shareholders
The Timken Company

We have audited management's assessment, included in the accompanying Report of
Management on Internal Control Over Financial Reporting, that The Timken Company
maintained effective internal control over financial reporting as of
December 31, 2004, based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the COSO criteria). The Timken Company's management is responsible
for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express an opinion on management's assessment and an
opinion on the effectiveness of the company's internal control over financial
reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion, management's assessment that The Timken Company maintained
effective internal control over financial reporting as of December 31, 2004,
is fairly stated, in all material respects, based on the COSO criteria. Also,
in our opinion, The Timken Company maintained, in all material respects,
effective internal control over financial reporting as of December 31, 2004,
based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
The Timken Company as of December 31, 2004 and 2003, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the three years in the period ended December 31, 2004 of The Timken Company
and our report dated February 28, 2005 expressed an unqualified opinion thereon.

                                                         /s/  ERNST & YOUNG LLP

Cleveland, Ohio
February 28, 2005

               Report of Independent Registered Public Accounting Firm

To The Board of Directors and Shareholders
The Timken Company

We have audited the accompanying consolidated balance sheets of The Timken
Company and subsidiaries as of December 31, 2004 and 2003, and the related
consolidated statements of income, shareholders' equity, and cash flows for
each of the three years in the period ended December 31, 2004. Our audits also
included the financial statement schedule listed in the Index at Item 15(a).
These financial statements and schedule are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The Timken Company
and subsidiaries at December 31, 2004 and 2003, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2004, in conformity with U.S. generally accepted accounting
principles.  Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

As discussed in Note 8 to the consolidated financial statements, "Goodwill and
Other Intangible Assets," the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" effective January 1,
2002.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of The Timken
Company's internal control over financial reporting as of December 31, 2004,
based on criteria established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated February 28, 2005 expressed an unqualified opinion thereon.

                                                         /s/  ERNST & YOUNG LLP

Cleveland, Ohio
February 28, 2005

                                       II--VALUATION AND QUALIFYING ACCOUNTS

                                      THE TIMKEN COMPANY AND SUBSIDIARIES

         COL. A               COL. B                 COL. C                COL. D        COL. E
                                                    Additions
                             Balance at    Charged to   Charged to Other
                            Beginning of    Costs and      Accounts--    Deductions--  Balance at End
       Description             Period       Expenses       Describe         Describe     of Period
                                                     (Thousands of dollars)
Year ended December 31, 2004:
 Reserves and allowances
  deducted from asset accounts:
   Allowance for
     uncollectible accounts $ 23,957     $   8,703  (1)   $   (623) (4)  $  7,085 (6)    $ 24,952
   Allowance for surplus
     and obsolete inventory   30,983        12,514  (2)     (7,974) (4)    12,010 (7)      23,513
   Valuation allowance
     on deferred tax assets  100,851        28,360  (3)        860  (5)       743 (8)     129,328
                              ______        ______          _______        ______          ______
                            $155,791     $  49,577        $ (7,737)      $ 19,838        $177,793
                             =======        ======          =======        ======         =======
Year ended December 31, 2003:
 Reserves and allowances
  deducted from asset accounts:
   Allowance for
     uncollectible accounts $ 14,386      $  5,392 (1)    $  9,695  (4)  $  5,516 (6)    $ 23,957
   Allowance for surplus
     and obsolete inventory    8,095         5,306 (2)      22,695  (4)     5,113 (7)      30,983
   Valuation allowance
     on deferred tax assets   64,573         9,360 (3)      26,918  (5)         -         100,851
                              ______        ______        ________         ______         _______
                            $ 87,054      $ 20,058        $ 59,308       $ 10,629        $155,791
                              ======        ======         =======         ======         =======
Year ended December 31, 2002:
 Reserves and allowances
  deducted from asset accounts:
   Allowance for
     uncollectible accounts $ 14,976      $  4,752 (1)           -       $  5,342 (6)    $ 14,386
   Allowance for surplus
     and obsolete inventory    6,389         4,986 (2)           -          3,280 (7)       8,095
   Valuation allowance
     on deferred tax assets   57,250         6,914 (3)      19,588  (5)    19,179 (9)      64,573
                              ______        ______        ________         ______          ______
                            $ 78,615      $ 16,652        $ 19,588       $ 27,801        $ 87,054
                              ======        ======          ======         ======          ======
(1)  Provision for uncollectible accounts included in expenses.
(2)  Provision for surplus and obsolete inventory included in expenses.
(3)  Increase in valuation allowance is recorded as a component of the provision for income taxes.
(4)  The opening balance from acquisitions, primarily Torrington.
(5)  Deferred tax asset with full valuation allowance with no impact to the income statement or
     net deferred tax asset.
(6)  Actual accounts written off against the allowance--net of recoveries.
(7)  Inventory items written off against the allowance.
(8)  Expiration of state and local tax credits previously reserved.
(9)  Reduction in valuation allowance due to utilization of foreign net operating losses previously
     reserved.